Highland Solutions LLC Mobile data services terms & conditions
terms
“Affiliate” means any United States (“U.S.”) legal entity that directly or indirectly controls, is controlled by, or is under common control with a Party (but only for as long such entity controls, is controlled by, or is under common control with such Party), where “control” means the possession, directly or indirectly, of more than 50% of the equity securities or equity interests in such entity, or the power to direct or cause the direction of the management and policies of such entity (whether through ownership of securities, partnership interests or other ownership interests, by contract, or otherwise).
“Applicable Law” means all U.S. laws, rules, and regulations that are applicable to a Party’s obligations under this Agreement.
“Applicable Privacy Law” means all Applicable Law(s) governing privacy or the protection of Personal Data.
“Charges” means any Taxes and Fees, Surcharges, Monthly Recurring Charges, and all other amounts Highland invoices to Customer under its Master Account that are applicable to Services, Products, and Third-Party Solutions purchased by Customer under this Agreement.
“Confidential Information” means the terms of this Agreement and any non-public, proprietary information, data, or know-how disclosed by a Party to the other Party, or acquired by a Party pursuant to, or in connection with, this Agreement (including in connection with discussions between the Parties pertaining to potential or future projects related to this Agreement), and which is either designated as proprietary or confidential or, by the nature of the circumstances surrounding disclosure, ought to be reasonably treated as proprietary or confidential. Confidential Information includes without limitation all non-public technical information, financial information, business plans or projections, marketing information, and any other information pertaining to the past, present, or future business operations or financial condition of a Party. Rate Plans, pricing, products, and associated terms are Highland’s Confidential Information.
“Master Account” means Customer’s master account for the purchase and use of Services, Products, and Third-Party Solutions under this Agreement.
“Monthly Recurring Charges” or “MRC” means the monthly Services charged to Customer. Monthly Recurring Charges do not include Taxes and Fees, Surcharges, or non-recurring charges (such as international roaming).
“Order” means a written (including electronic) order, submitted or confirmed by Customer’s authorized representative and accepted by Highland, that identifies the Services, Products, and Third-Party Solutions purchased by Customer, and associated commercial terms, including price, quantity, and requested delivery dates and destinations.
“Product” means any equipment, SIM cards, devices, hardware, cabling, and other materials that Customer purchases under this Agreement for its use with the Services.
“Rate Plan” means a Highland plan for business customers, which includes, as applicable, allotments, such as minutes, messages or data, rates, and other terms and features.
“Services” means the services Highland provides to Customer under this Agreement and that are billed under Customer’s Master Account. “Services” do not include Third-Party Solutions or any other third-party products.
“Taxes and Fees” means all transactional based taxes and fees imposed by any government authority where the tax or fee arises out of Customer’s purchase of Services or Products from Highland under this Agreement and where the legal incidence of such tax or fee resides with the Customer.
“User(s)” means Customer’s employees, and Customer’s Affiliates’ employees, who use or receive Services under Customer’s Master Account.
conditions
Affiliates and Eligible Participants
Affiliates
Customer may authorize its Affiliates to place Orders for, and use, the Products and Services, under Customer’s Master Account; provided that Customer will be responsible for paying all Charges associated with such Orders and usage.
Pricing
Prices for Services and Products purchased under this Agreement are identified in the attached exhibits, an addendum or an Order (as applicable). If Customer purchases a Product or Service that is not priced in this Agreement, Customer’s pricing will be based on Highland’s then-current list price at the time of purchase and any applicable terms related to the Product or Service will apply.
Restrictions
Customer must not: (i) resell any aspect of the Services, or (ii) bundle any aspect of the Services with any product not provided to Customer by Highland, whether for profit or otherwise, except as agreed upon by Highland in writing. Customer has no proprietary or ownership rights to a specific number, IP address, or e-mail address assigned to Customer or Customer’s Device as part of Services or Products. Customer and its Users must not use the Services or Products to send harassing, threatening, obscene, fraudulent, unlawful, abusive, or unsolicited commercial text, e-mail, or other messages. Customer and its Users must not use the Services or Products in a manner that (a) accesses the accounts of others without authority; (b) tampers with, reprograms, alters, or otherwise modifies the Services or Products; (c) violates intellectual property rights; (d) conflicts with Applicable Law; or (e) is not in accordance with this Agreement.
Security
Customer will protect usernames and passwords for Customer’s Master Account. Customer will promptly notify Highland of any unauthorized use of Customer’s Master Account, or other security breach of Master Account information or credentials, or any fraudulent use of the Master Account, where Customer has knowledge. Customer is responsible for all Master Account usage. Customer will cooperate with Highland in investigating all unauthorized use and suspected unlawful or fraudulent use associated with its Master Account.
Billing and Payment of Charges
Billing
Unless otherwise set forth in an Order, Highland will invoice Customer for Services and Products on a monthly billing cycle basis. Customer will pay all Charges assessed and billed to Customer on an invoice. Except as prohibited by Applicable Law, Customer must pay undisputed Charges within 30 days of the invoice date. If Highland does not receive payment by the due date on Customer’s invoice, Highland may assess Customer interest as permitted by Applicable Law, on any past due amount, until paid. Highland may charge Customer the maximum amount allowed under Applicable Law if any check or electronic funds transfer payment, including debit or Automated Clearing House payment, is dishonored or returned for insufficient funds. Highland invoices electronically.
Disputes
If Customer disputes any Charges, Customer must notify Highland of such dispute within 30 days from the date the Charges were first billed or Customer waives the right to dispute such amounts. Disputes must be directed to customercare@highlandai.net. Highland may require Customer to describe the dispute in writing. Unless otherwise provided by Applicable Law, Customer must pay any undisputed portion of the Charges until the dispute is resolved.
Taxes and Fees
Surcharges
Highland may invoice Customer, and Customer will be responsible for paying, all Taxes and Fees, and all Surcharges. Taxes and Fees, and Surcharges, are calculated and invoiced to Customer’s Master Account based on existing laws, regulations and guidance, and may change without notice. In certain cases, Customer may be able to claim an exemption from some Taxes and Fees. If Customer is claiming a tax exemption, Customer must promptly provide Highland with valid documentation evidencing its exemption, which will be applied prospectively after Highland has reasonably confirmed its applicability. Highland will be responsible for taxes imposed on its net income, capital stock, employment and property. Surcharges are calculated by Highland and may change from time to time without notice regardless of any pricing commitments elsewhere in this Agreement.
Withholding
Where Customer concludes that there is a requirement for Customer to withhold any Taxes and Fees from any payments due under this Agreement, Customer will promptly notify Highland of its conclusion and why withholding applies, such as by providing a copy of a notice from the IRS or a state directing Customer to withhold such Taxes and Fees from any payments due Highland, and Customer will allow Highland to remediate or resolve the withholding obligation. To the extent that Highland cannot resolve the withholding obligation by the applicable due date, Highland agrees that Customer may withhold the required Taxes and Fees, provided that Customer promptly provides Highland evidence of the withheld Taxes and Fees paid to the government. If Customer neglects to promptly tell Highland of Customer’s obligation to withhold any Taxes and Fees from any payments due Highland, Customer agrees that it will pay Highland the gross amount due as if no such withholding applied.
Cooperation
The Parties will reasonably cooperate to fully comply with all applicable tax laws, rules, regulations and guidelines affecting this Agreement.
Terms and Termination
Term
The term of this Agreement will commence on the Effective Date and will continue for a period of 1 years following the Effective Date, and will then continue on a month-to-month basis unless otherwise terminated by either Party as provided for in this Section (the “Term”).
Immediate Suspension
Highland may suspend affected lines of Services, or limit new Orders, if Highland suspects unlawful or fraudulent use of the Services or Products. Except for international roaming and dialing, and unless otherwise prohibited by law enforcement or Applicable Law, Highland will: (a) use commercially reasonable efforts to notify Customer prior to the suspension of affected lines, or (b) notify Customer promptly following the suspension of affected lines if Highland has not notified Customer prior to the suspension.
Suspension and Termination with Notice
For any material breach of this Agreement by Customer(other than the breaches described in the Immediate Suspension section above), Highland may suspend or terminate the Services, or terminate this Agreement, if Customer fails to cure such breach within 30 days of the date of written notice from Highland to Customer. If Highland suspends or terminates the Services or Customer’s Master Account, and later reinstates Services or the Master Account, Customer may be charged a reactivation fee. For any material breach of this Agreement by Highland, Customer may terminate this Agreement if Highland fails to cure such breach within 30 days of the date of written notice from Customer to Highland. Each Party’s remedies under this Section are not exclusive, but are in addition to all other remedies permitted under this Agreement.
Termination for Convenience
Either Party may terminate this Agreement, any Order, or any addendum, without cause upon 60 days’ prior written notice to the other Party.
Wireless Services Lines Following Termination of this Agreement
If Customer terminates this Agreement, all lines of Wireless Services will be automatically terminated at the end of the last billing cycle. If Highland terminates this Agreement, all lines of Wireless Services will be automatically terminated effective as of the effective date of termination of this Agreement.
Effect of Termination
For each terminated line of Services, Customer must pay Highland, in accordance with the payment terms above: all outstanding and unpaid Charges applicable to the Services and Products, through the end of the last billing cycle day.
Warranties and Disclaimer of Warranties
Warranties
Highland represents and warrants that it: (i) has the legal right and authority, and will maintain the legal right and authority during the Term, to provide the Services ordered by Customer; (ii) will provide the Services in a professional manner consistent with telecommunications industry standards; and (iii) will comply with Applicable Law in providing the Services to Customer.
Disclaimer of Warranties.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THE WARRANTIES SECTION ABOVE, HIGHLAND, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, “HIGHLAND PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. ALL SERVICES, PRODUCTS, AND THIRD-PARTY SOLUTIONS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR USE OF THE SERVICES, PRODUCTS, AND THIRD-PARTY SOLUTIONS, EXCEPT FOR ANY WRITTEN LIMITED WARRANTY THAT MAY BE PROVIDED BY THE MANUFACTURER WITH PRODUCTS. ANY STATEMENTS MADE IN PACKAGING, MANUALS OR OTHER DOCUMENTS, OR BY ANY OF HIGHLAND’S AGENTS, ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND NOT AS WARRANTIES BY ANY HIGHLAND PARTIES. HIGHLAND PARTIES DO NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTIES OF ANY KIND ON THEIR BEHALF AND CUSTOMER WILL NOT RELY ON ANY SUCH STATEMENTS. HIGHLAND PARTIES DO NOT WARRANT THAT THE INFORMATION, PRODUCTS, PROCESSES, AND SERVICES AVAILABLE THROUGH THE SERVICES, PRODUCTS, OR THIRD-PARTY SOLUTIONS WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, USEFUL, FUNCTIONAL OR ERROR FREE. HIGHLAND PARTIES DO NOT GUARANTEE THAT CUSTOMER’S COMMUNICATIONS WILL BE PRIVATE OR SECURE. IT IS ILLEGAL FOR UNAUTHORIZED PEOPLE TO INTERCEPT CUSTOMER COMMUNICATIONS, BUT SUCH INTERCEPTIONS CAN OCCUR. CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING VIRUS AND OTHER INTERNET SECURITY PROTECTIONS WHEN ACCESSING THE INTERNET, SERVICES,AND THIRD-PARTY SOLUTIONS. SOME STATES MAY LIMIT THE DISCLAIMER OF CERTAIN REMEDIES AND THE FOREGOING APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Indemnification
Indemnification by Customer
Customer, at its sole expense, will defend Highland from any claims by a third-party arising from the following (each, a “Customer Indemnified Claim”):(a) Customer’s failure to notify Users of Customer’s election to use any location based service through the Services and Products; and (b) Customer’s failure to comply with any Third Party Solution terms or condition when using such Third-Party Solution. Customer will indemnify and hold harmless Highland against any damages or costs finally awarded or entered into in settlement, including without limitation reasonable attorneys’ fees and expenses incurred in defending each Customer Indemnified Claim, arising out of any Customer Indemnified Claim.
Disclaimer of Certain Damages; Limitation of Liability.
Disclaimer of Certain Damages
Highland Parties are not liable for any damages for loss of privacy, personal injury or property damage, interruption or failure of Services, loss of data, cost of replacement products and services, Network failures or outages, failures to make or receive 911 calls or receive 911 location services, cable cuts by third parties, a local exchange carrier’s activities or other acts or inactions of third-parties, inability to use the Services Products, or Network, or for content, advertisements, or websites Customer or its Users may be able to access by using the Services or Products. Except for Customer’s payment obligations, neither Party will be responsible for any delay, interruption, or other failure to perform under the Agreement due to acts, events, or causes beyond the reasonable control of the responsible Party, including but not limited to: natural disasters, wars, riots, terrorist activities, fires, embargoes and labor disputes, pandemics, and court orders and governmental decrees, even if such Party has been advised of the possibility of damages.
Limitation of Liability
No Indirect Damages
IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, SALES, INVESTMENT OR OTHER EXPENDITURES, INVESTMENTS, OR COMMITMENTS) HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT EITHER PARTY, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Direct Damages Liability Caps and Exclusions
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF HIGHLAND PARTIES TO CUSTOMER AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, AND THE EXCLUSIVE REMEDY AVAILABLE, FOR ANY AND ALL CLAIMS, DAMAGES, INJURY, AND LOSSES INDIVIDUALLY AND IN THE AGGREGATE ARISING FROM OR RELATED TO THIS AGREEMENT IS LIMITED TO A TOTAL AGGREGATE AMOUNT NO GREATER THAN THE MONTHLY RECURRING CHARGES ACTUALLY PAID BY CUSTOMER IN THE 6-MONTH PERIOD PRIOR TO THE DATE THE FIRST CLAIM AROSE FOR THE APPLICABLE SERVICE. THE EXISTENCE OF MULTIPLE CLAIMS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES. THE PARTIES AGREE THAT INCLUSION OF THIS SECTION WAS A MATERIAL CONSIDERATION TO ENTER THIS AGREEMENT. THIS LIMITATION WILL SURVIVE ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY OR ALL PARTS OF THE LIMITATION ON DAMAGES.
Privacy
Protection of Personal Data
Highland receives limited Personal Data to manage the Customer’s Master Account, such as contact information about Customer’s authorized representatives. While providing the Services, Highland also generates CPNI, and other important non-CPNI information related to the use of the Services. Customer acknowledges and agrees that with respect to Personal Data, Highland is acting as a “Business” or “Controller” (as defined by Applicable Privacy Laws) or in an equivalent capacity. Highland will only collect, use, disclose, or otherwise process Personal Data, and Highland will protect the security, integrity, and confidentiality of Personal Data, in accordance with its privacy policy at https://www.highlandai.net/privacy-statement, as amended from time to time.
Customer’s Disclosures and Consents
Customer represents and warrants that, for Personal Data about Users or authorized representatives shared with or received from Highland, Customer, in accordance with Applicable Privacy Laws: (a) has obtained consent and/or authorization from each such User and authorized representative to share or receive Personal Data, (b) will promptly notify Highland of any User’s or authorized representative’s withdrawal of such consent or authorization, and (c) has previously provided all notices and disclosures to each such User and authorized representative.
Highland’s Disclosures of Personal Data to Users and Authorized Representatives
In jurisdictions where a User or authorized representative has a right to request that Highland provide the Personal Data that Highland maintains about them, Customer agrees to assist Highland to verify the identity of the User or authorized representative, in accordance with Applicable Privacy Laws, and to take any other action reasonably necessary to comply with such Applicable Privacy Laws.
Confidentiality
During the Term and for 1 years after the expiration or termination of this Agreement, each Party receiving information (“Receiving Party”) will retain in confidence the other Party’s (“Disclosing Party”) Confidential Information. Neither Party will use any Confidential Information disclosed under this Agreement for any purpose other than the fulfillment of this Agreement, which, for Highland, includes: (a) providing the Services and Products to Customer, (b) preventing fraud, security incidents, and illegal or unauthorized activity; and (c) complying with Applicable Law. Receiving Party will protect Confidential Information of Disclosing Party and take precautions at least as great as those taken to protect its own confidential information of a similar nature and always taking reasonable steps to preserve confidentiality. Receiving Party will notify Disclosing Party promptly in writing if Receiving Party learns of any unauthorized use or disclosure of any Confidential Information that it has received from Disclosing Party and will cooperate in good faith to remedy such occurrence to the extent reasonably possible.
The restrictions in this Section will not apply to any information that: (a) was known by the Receiving Party without obligation of confidentiality prior to disclosure thereof by Disclosing Party; (b) was in or entered the public domain through no fault of the Receiving Party; (c) is disclosed to the Receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without reference to any Confidential Information of Disclosing Party. The Receiving Party may, without breaching this Section, disclose Confidential Information disclosed by the Disclosing Party to the extent required to comply with a court order or Applicable Law. If the Receiving Party becomes subject to such a requirement, it must notify the Disclosing Party as soon as possible and, in any case, before it makes the required disclosure (if such notice is allowed) and it must reasonably cooperate with the Disclosing Party (if requested, and at the Disclosing Party’s expense) to seek a protective order or similar protection for its Confidential Information. Nothing in this Section will be construed to require notice of lawful process that compels release of Personal Data regarding Users. Receiving Party will disclose only such information as is legally required and will use commercially reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed. Receiving Party may disclose the Confidential Information of Disclosing Party to its directors, officers, members, managers, employees, auditors, consultants, financial advisors, lenders, attorneys and existing and potential third-party financial investors, provided that such disclosures may only be made on a need-to-know basis, and in the case of third-parties, subject to a non-disclosure agreement between the relevant Party and such third-party that is at least as restrictive as this Section. Receiving Party will destroy or return to Disclosing Party all materials, in any medium, which contain or reveal all or any part of any Confidential Information of Disclosing Party upon request, provided however that the Receiving Party may retain copies of Confidential Information to the extent required for legal or regulatory purposes and will not be required to delete electronic Confidential Information stored in any disaster recovery or archival storage in accordance with its policies and provided that any such retained Confidential Information will continue to be subject to the terms of this Agreement. Each Party acknowledges that breach of this provision by it may result in irreparable harm to the other Party for which money damages may be an insufficient remedy, and therefore the other Party will be entitled to seek injunctive relief to enforce the provisions of this Section.
Assignment
This Agreement may not be assigned by either Party without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed, and any attempted assignment without such consent will be void. Notwithstanding the foregoing in this Section, either Party may assign this
Agreement without the prior consent of the other Party, to any Affiliate or to any party acquiring all or substantially all of its capital stock or assets. Subject to this restriction, this Agreement will inure to the benefit of, and be binding upon, the heirs, successors, subcontractors, and assigns of the respective Parties.
Governing Law
The laws of the State of Washington will govern the construction and interpretation of this Agreement, without regard to the conflict of laws or choice of law provisions thereof.
Dispute Resolution
Any claim or controversy between the Parties arising out of or relating to this Agreement (a “Dispute”) shall be resolved as follows
Notice and Attempted Settlement
As a condition precedent for pursuing a Dispute in arbitration or in court in accordance with the provisions herein, the disputing Party must provide written notice to the other Party of the Dispute (a “Dispute Notice”). The Dispute Notice must summarize the Dispute, estimate damages, and request resolution. Except as otherwise expressly set forth in this Agreement, a Vice President (or higher) of each Party then will attempt to resolve the Dispute in good faith through direct negotiation. If the Dispute is not resolved within 30 days following service of the Dispute Notice, then either Party may seek relief as contemplated in the remainder of this Section.
Subsequent Steps.
If the total value of the Dispute is $50,000 or less, taking into consideration any agreed upon liability limitations within this Agreement, the Dispute is subject to mandatory arbitration conducted by the American Arbitration Association (the “AAA”) under the AAA’s Commercial Arbitration Rules (“Arbitration”). The Arbitration will take place in King County, Washington before a single arbitrator. The appointed arbitrator may grant discovery based on the reasonable needs of the case and determine motions to be filed, including motions for preliminary or ancillary relief and for summary disposition, but will do so in accordance with the Parties’ desire to economically and quickly resolve the Dispute. As soon as practicable after the hearing, the arbitrator will issue a written decision. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing Party’s actual damages, and may not make any ruling, finding, or award that does not conform to the terms and conditions of this Agreement. The arbitrator shall award to the prevailing Party its reasonable attorneys’ fees and costs of the Arbitration. No arbitration arising out of or related to this Agreement shall proceed on a collective or mass-action or class-action basis, and the arbitrator shall have no authority to consolidate cases. Any award, order, or judgment pursuant to Arbitration is final and binding, and may be enforced in any court of competent jurisdiction. All Arbitration proceedings and negotiations will be confidential.
Exceptions
Notwithstanding the above: (a) claims involving intellectual property will be brought in a court of competent jurisdiction where the allegedly offending party is subject to personal jurisdiction; and (b) claims for injunctive relief may be brought in any court of competent jurisdiction by either party, or transferred to such court by the responding party prior to the deadline to file any responsive pleading in arbitration.
Limitation of Actions.
Any Party asserting a Dispute against the other Party, except a dispute for fraud, must serve a Dispute Notice on the other Party within 180 days from the date the disputing Party knows, or has reason to know, of any such Dispute. The Parties further agree that any Dispute must be submitted to arbitration or a court of competent jurisdiction within 180 days from the date the Dispute Notice is served on the other Party. Failure to provide a Dispute Notice or to initiate arbitration or court proceedings within these time frames will relieve the non-disputing Party of any liability or obligation with respect to the Dispute and will constitute an absolute bar to the initiation of any proceedings including, without limitation, legal, equitable, or arbitral proceedings of the Dispute. This section will not apply to Customer’s payment obligations.
Account Access Authorization
Customer authorizes Highland’s authorized support staff to access Customer’s Master Accounts to perform maintenance, service, or security functions where warranted by Highland business or security procedures, even in the absence of a direct request from the Customer. For example, such access includes, but is not limited to; change of address where Highland receives notice of such a change from the U.S. Postal Service, or security passwords where Highland detects a password compromise.
Account Management (Customer Authorization).
Customer may authorize (via a written letter) a third party to act as Customer’s agent for purposes of procuring necessary support services related to this Agreement.
Use of Name, Service Marks, Trademarks
Customer will not use any Highland Marks in any advertising, publications, promotions, or otherwise unless expressly approved in writing by Highland. Highland will not use any trademarks, service marks, trade dress, logos, trade names, domain names, or URLs of Customer in any advertising, publications, promotions, or otherwise unless expressly approved in writing by Customer.
Miscellaneous
Entire Agreement
This Agreement represents the final and entire agreement between Customer and Highland, and supersedes any other agreements, oral or written, between the Parties regarding the subject matter of this Agreement.
Survival
The following provisions, and any other provisions that may reasonably be construed as surviving, and all others that by their sense and context are intended to survive, will survive any termination of this Agreement for any reason: Billing and Payment of Charges, Taxes and Fees; Surcharges, Immediate Suspension, Wireless Services Lines Following Termination of this Agreement, Effect of Termination, Disclaimer of Warranties, Indemnification, Disclaimer of Certain Damages, Limitation of Liability, Confidentiality, Notices, Governing Law, Dispute Resolution, and Miscellaneous. All terms and conditions in this Agreement applicable to credits and subsidies will survive termination solely with respect to lines of Services that Customer activated before termination and that remain active following termination of this Agreement.